Artelo Biosciences Inc SEC Filings

Artelo Biosciences, Inc. is registering up to 899,972 shares of common stock for resale by existing securityholders. These shares consist of 215,292 shares issuable upon conversion of convertible notes, 246,498 shares issuable upon exercise of warrants with a $6.24 exercise price, and 438,182 shares issuable upon exercise of warrants with a $3.40 exercise price. Artelo will not receive proceeds from the resale of these shares, but could receive approximately $3.0 million if all 684,680 warrant shares are exercised for cash. As of November 10, 2025, 2,018,746 shares of common stock were outstanding.

The company highlights significant risks, including substantial doubt about its ability to continue as a going concern, driven by cash of about $1.7 million, negative working capital of about $3.0 million, and a net loss of about $8.7 million for the nine months ended September 30, 2025. Artelo has received a Nasdaq notice for falling below the minimum stockholders’ equity requirement, and large potential resales under this prospectus could put additional pressure on the share price. The company also discloses volatility and liquidity risks tied to a $250,000 investment in the Solana cryptocurrency.

Artelo Biosciences (ARTL) filed its Q3 2025 10‑Q, highlighting liquidity pressure and continued R&D spend. The company reported a net loss of $8.7 million for the nine months ended September 30, 2025, driven by operating expenses of $8.6 million. Cash and cash equivalents were $1.7 million as of September 30, 2025, and management disclosed substantial doubt about the company’s ability to continue as a going concern without additional financing.

To fund operations, Artelo executed multiple capital raises: $0.9 million in unsecured convertible notes on May 1; a June private placement with $1.4 million gross proceeds; an at‑the‑market program that sold 50,858 shares for $442,000 net in Q3; and a September underwritten offering with ~$3.0 million gross ($2.87 million net). Subsequent events include an October 1 underwritten offering of ~$2.0 million gross and an October 28 note/warrant financing of $690,000 in notes plus 438,182 warrants at $3.40. Shares outstanding were 2,018,746 as of November 10, 2025. The company also held $325,000 fair value of SOL digital assets (cost $250,000), which flows through earnings under ASU 2023‑08.

Artelo Biosciences entered into a Subscription Agreement and completed a private financing on October 28, 2025, issuing convertible notes totaling $690,154.69 and warrants for 438,182 common shares at $3.40. Investors acquired these securities by converting amounts due at maturity under notes issued on May 1, 2025.

The notes carry 12% annual interest (increasing to 20% upon an Event of Default), mature six months after closing, and are convertible at $3.40 before maturity. The warrants are immediately exercisable for five years, with cash or cashless exercise if no effective resale registration is available, and include standard anti-dilution protections.

Artelo agreed to file a resale registration statement within 20 calendar days of closing and keep it effective until Rule 144 conditions are met. A 4.9% beneficial ownership cap applies, adjustable at a holder’s election up to 19.9%. Directors participated, including Connie Matsui $110,842.52 and 70,376 warrant shares, and Gregory Gorgas $27,710.36 and 17,592 warrant shares.

Artelo Biosciences (ARTL): Director insider transaction reported. On October 28, 2025, a portion of a convertible note issued on May 1, 2025 was automatically converted into a warrant to buy 38,346 shares of common stock at an exercise price of $6.24, expiring October 28, 2030.

On the same date, under a Subscription Agreement, the remaining portion of the May note held by the reporting person was converted and reinvested into (i) a new convertible note (the “October Note”) and (ii) a warrant to buy 70,376 shares at $3.40, expiring October 28, 2030. The filing indicates a principal amount of $110,843 for the October Note, which is convertible into common stock and lists dates of exercisability beginning October 28, 2025 and expiration on April 28, 2026.

Artelo Biosciences (ARTL) reported a director’s Form 4 detailing convertible note actions on 10/28/2025. A portion of a May 1, 2025 convertible note automatically converted into a warrant with a $6.24 exercise price. The remaining portion was converted and reinvested into a new October Note and a second warrant with a $3.40 exercise price.

The Form 4 lists two new warrants for 6,846 and 12,566 shares of common stock, each expiring on 10/28/2030. The October Note may be converted, at the holder’s election, into common stock at any time prior to repayment of principal and accrued interest.

Artelo Biosciences (ARTL) insider transaction: President and CEO Gregory D. Gorgas filed a Form 4 reporting October 28, 2025 transactions tied to a previously issued convertible note. A portion of the May 1, 2025 note was automatically converted into a warrant to purchase common stock at $6.24 per share, covering 9,586 shares and expiring on October 28, 2030. In connection with a Subscription Agreement the same day, the remaining portion was converted and reinvested into a new convertible note and a second warrant priced at $3.40 per share for 17,952 shares, also expiring on October 28, 2030. The October Note is convertible into common stock prior to repayment.

Artelo Biosciences (ARTL) appointed Mark Spring as Chief Financial Officer, Treasurer, and principal financial and accounting officer, effective November 1, 2025, succeeding Gregory Gorgas in those finance roles while he remains President & CEO. Spring’s employment terms include a $250,000 initial annual base salary and a 35% target bonus, equity awards as determined by the Board, standard benefits, and specified severance protections.

Upon an involuntary termination, Spring is eligible for 12 months of base salary (increasing to 18 months in connection with a change in control), a pro‑rated bonus based on actual performance (or pro‑rated target if tied to a change in control), up to 12 months of COBRA reimbursement (up to 18 months with a change in control), full equity vesting acceleration and up to 12 months to exercise vested options if tied to a change in control. Artelo also amended CEO Gregory Gorgas’s employment agreement, aligning with market practice: cash severance increases to 24 months of base salary and target bonus (up to 36 months during the change‑in‑control protection period), COBRA reimbursement to 24 months (up to 36 months during that period), adds clawback applicability, clarifies Good Reason outside the protection window, replaces full vesting acceleration outside that window with partial vesting of awards scheduled within 24 months, and extends option exercise up to 12 months.

Artelo Biosciences (ARTL) entered a cooperation agreement with Daniel S. Farb and affiliated parties on October 15, 2025. Mr. Farb irrevocably withdrew his director nominations for Artelo’s 2025 annual meeting.

The Farb Parties agreed to standstill and voting commitments during the “Restricted Period,” including voting their shares for the Board’s nominees, against any Board removals, and in line with Board recommendations on other proposals, subject to limited exceptions. The agreement also restricts the Farb Parties from acquiring beneficial ownership of more than 8.0% of Artelo’s outstanding common stock. Both sides agreed to mutual non‑disparagement during the Restricted Period and executed a general mutual release of claims through the agreement date. The full agreement is filed as Exhibit 10.1.

Daniel S. Farb reported on Schedule 13D/A that he directly owns 153,003 shares of Artelo Biosciences, representing approximately 7.7% of outstanding common stock based on an outstanding share count that includes 1,555,493 shares reported September 16, 2025 and 441,210 shares issued in an underwritten offering on October 1, 2025. Farb paid approximately $850,036 in personal funds for the 153,003 shares and also holds 11,299 warrants exercisable at $10.00 per share that expire in June 2030. Those $10 warrants are subject to a beneficial ownership limitation currently set at 4.99%, so Farb cannot exercise the warrants to increase his stake above that limit absent notice to the issuer. Farb also confirmed delivery of the remaining 3 shares underlying previously held $5.82 warrants and no longer holds those warrants.